FOURWEEKMBA EXPLAINER · FROM THE NEWSROOM · UPDATED 12 NOVEMBER 2026
In short: non-voting stock is a share that keeps the money rights of an ordinary share (dividends, a slice of any sale or liquidation) but carries no vote on directors or ordinary business. Companies pair it with voting or high-vote classes so outside money can come in without moving control. It is 85.3% of Snap’s stock, 45.4% of Alphabet’s and, after its IPO, about 43.2% of Anthropic’s.
Free to share with a link to this page. Snap, Alphabet and Meta counts from the covers of their 10-Q filings for the quarter to 30 September 2026; Anthropic’s figure from its S-1/A of 10 November 2026, before pricing. Snap and Alphabet percentages are our arithmetic.
A company can issue more than one class of common stock. The classes usually share the economics equally and differ only in the vote. Alphabet’s annual report puts it in one line: the rights of its classes “are identical, except with respect to voting” (Alphabet 10-K 2025).
Anthropic’s amended S-1 says the same of its two economic classes: “The rights of the holders of Class A common stock and Class N common stock are identical, except with respect to voting and conversion” (our explainer of Class N). A non-voting holder owns a slice of the profits without a say in who runs the company.
Non-voting is rarely absolute. Delaware law still gives a class a separate vote on charter changes that would hurt it alone. Anthropic’s Class N is “Not entitled to vote except as required by law, in which case our Class N common stock will have one vote per share”. Alphabet’s Class C and Snap’s Class A carry the same carve-out in their filings.
Votes per share: the three common patterns
“Dual-class” is the umbrella term for any structure with unequal votes. The dual-class share structures guide covers the general idea; this page focuses on the class that has no vote at all. Four companies show the patterns, each from its own filing.
Company
Classes and votes per share
Who controls the vote
When high-vote stock converts
Alphabet
A: 1 · B: 10 · C: none (C trades as GOOG)
Larry Page and Sergey Brin: about 89.3% of Class B, about 52.7% of the vote (31 Dec 2025)
Class B converts to A on sale or transfer
Meta
A: 1 · B: 10 · C: authorised, generally no vote, none listed as outstanding
Mark Zuckerberg: 60.8% of total voting power (1 Apr 2026)
Transfers generally convert B to A, with limited exceptions
Snap
A: none (the only listed class) · B: 1 · C: 10
Evan Spiegel and Robert Murphy: over 99% of the vote (30 Sep 2026)
Class C converts to B nine months after a founder’s death, or if his C falls below 30% of his IPO holding
Anthropic
A: 1 (all A capped at 49.9%) · N: none · F: one share, fixed 50.1% · T: elects board majority · E: limited matters
Seven co-founders: 61.3% of the vote via the Founder LLC’s Class F share (after IPO)
Class N converts to A on a registered offering, a market sale, or a transfer to an outside holder that will not own more than 9.99% of any class
Sources: Alphabet 10-K 2025 and 10-Q Q3 2026; Meta 10-Q Q3 2026 and 2026 proxy statement; Snap 10-K 2025 and 10-Q Q3 2026; Anthropic S-1/A of 10 November 2026 via our newsroom (Class N, ownership).
How a non-voting share starts to vote
Conversion rules decide whether control can change hands. They run in two directions. High-vote shares (Alphabet’s and Meta’s Class B) drop to one vote when sold, so the extra votes cannot be sold on. Non-voting shares can do the opposite: Anthropic’s Class N gains a vote when it leaves its holder.
1 · Partner holds Class NSame dividends and liquidation share as Class A. No vote on directors or ordinary business. Amazon will hold 1,920,511,218 shares and Google 1,789,598,269 after the IPO.
↓ registered offering, open market sale, or transfer to a third party that holds no Class N and will not own more than 9.99% of any class
2 · Automatic conversion, share for shareEach Class N share becomes one Class A share. The filing says the conversion is automatic.
↓
3 · Buyer holds voting Class AOne vote per share, inside the 49.9% cap on all Class A. New Class A dilutes the existing Class A vote, but not the Class F share’s fixed 50.1%.
Anthropic Class N conversion, simplified, from the Description of Capital Stock in its S-1/A of 10 November 2026 (our explainer).
So the vote follows a sale, not the size of a stake. Until a sale, the filing says, “these shares are non-voting and therefore do not impact the voting power of the holders of our Class A common stock”.
Worked example: Anthropic’s Class N
Anthropic’s Class N will be about 43.2% of its stock after the IPO. That is 5,658,680,800 shares, worth $418.7 billion at the $74.00 midpoint of the price range, by our newsroom’s arithmetic. The holders are “primarily strategic business partners”, the filing says: 81 holders of record on 30 September, against 4,786 for Class A.
Three holders dominate the class. Amazon and Google hold 65.6% of it, and with Anthropic’s own Public Benefit Fund (846,840,960 shares) the three hold 80.5%, by our arithmetic. Measured against all shares, Amazon has 14.7% and Google 13.7%, with no general vote (who owns what at the IPO).
The vote sits elsewhere. The co-founders’ Founder LLC holds one Class F share with a fixed 50.1% of the general vote. With it, the seven co-founders hold 61.3% of the vote on 12.8% of the shares; without it, 11.2%. The 825,000,000 shares sold in the IPO are about 6.3% of the stock and, by our arithmetic, about 5.5% of the vote.
Vote shares from Anthropic’s S-1/A and the final IPO prospectuses of Facebook (2012), Snap (2017), SpaceX (2026) and Google (2004). Shares of all stock and multiples are our newsroom’s arithmetic (full method).
The board is a third lever. The Long-Term Benefit Trust’s one Class T share elects four of seven authorised directors, a majority, and carries no economic rights (how the Trust works). Anthropic has split money, vote and board into different hands.
Why founders and companies use it
Raise money without moving control. Non-voting stock let Anthropic take money from Amazon and Google without giving them a general vote, as our newsroom reads the filing.
Pay for deals and staff without diluting the vote. Alphabet’s 10-K says issuing non-voting Class C, “including in future stock-based acquisition transactions and to fund employee equity incentive programs, could continue Larry and Sergey’s current relative voting power”.
Keep a long-term mission in charge. Anthropic’s S-1/A says it believes “our seven co-founders are distinctly equipped to be stewards of our mission”. As a public benefit corporation, its directors must also weigh a stated purpose against profit (how that duty works).
Control can tighten over time. Meta’s 10-Q notes that as Class B holders sell and their shares convert, the holders who keep their Class B gain relative voting power. Zuckerberg held about 20.7% of Facebook’s shares at its 2012 IPO; by Meta’s 2026 proxy count he holds about 13.5% of the shares and 60.8% of the vote, by our arithmetic.
The governance debate
Index funds. Snap’s 10-K says some indexes now exclude non-voting stock. FTSE Russell “requires new constituents of its indexes to have at least five percent of their voting rights in the hands of public stockholders”, so Snap’s Class A is not eligible. Anthropic’s S-1/A warns that its multi-class structure “may make us ineligible for inclusion in indices”, so funds that track them “would not invest in our stock”.
Less disclosure. Because its listed class has no vote, Snap says it is not required to file proxy statements, and large holders of its Class A are exempt from the usual ownership-reporting rules (Sections 13(d), 13(g) and 16).
Shareholder pressure.Meta’s 2026 proxy carried a shareholder proposal, from NorthStar Asset Management’s pension plan, asking for one vote per share through a phase-out over seven years. Meta’s board said it “continues to believe that our capital structure is in the best interests of the company and its shareholders”.
Who checks the controllers. At Anthropic, holders of $2 million of stock (or 2% of the shares) can sue to enforce the public benefit balancing duty, a check the filing says traditional corporations do not have.
How to read any non-voting class
What is it paid? Check dividends and liquidation rights against the voting class.
When does it vote? Look for “except as required by law” and any separate class votes.
What makes it convert? A sale, a transfer, a death, a sunset date or a size threshold.
Who holds the vote, and what ends it? Find the controllers’ vote share and the sunset trigger.
FAQ
What is non-voting stock?
A class of shares with the same economic rights as the voting shares (dividends and a share of any liquidation) but no vote on directors or ordinary business, except where the law requires one.
Is non-voting stock the same as dual-class stock?
Not quite. Dual-class (or multi-class) means classes with unequal votes, such as 10 votes against 1. Non-voting stock is the class with zero votes. Alphabet and Snap have both a high-vote class and a non-voting class; Meta has ten-vote Class B and one-vote Class A, and no non-voting shares listed as outstanding.
Why would anyone buy shares with no vote?
For the economics. The non-voting class gets the same dividends and liquidation share. Alphabet’s Class C (GOOG) and Snap’s Class A both trade publicly; Snap’s Class A is the only class it lists.
Can non-voting shares ever vote?
Yes, where the law requires it, usually on charter changes that would harm that class alone. Anthropic’s Class N then gets one vote per share. Some classes also convert into voting stock: Anthropic’s Class N becomes Class A when sold on the market.
Who holds Anthropic’s non-voting stock?
Mostly strategic partners. Amazon (1,920,511,218 shares) and Google (1,789,598,269) hold 65.6% of Class N after the IPO, and Anthropic’s Public Benefit Fund holds 846,840,960 more, per the S-1/A and our newsroom’s arithmetic (who owns Anthropic).
Can a non-voting stock be in an index?
It depends on the index. FTSE Russell requires at least five percent of voting rights in public hands for new constituents, which excludes Snap’s Class A, according to Snap. Anthropic warns its structure may make it ineligible for some indices.
Built from the FourWeekMBA newsroom’s sourced reporting on Anthropic’s S-1/A and from each company’s own SEC filings. Anthropic’s figures are from its registration statement before pricing and will be updated from the final prospectus and its first quarterly filing. Share counts move with buybacks, issuance and conversions. Figures marked “our arithmetic” are our own sums or ratios from the cited filings. This page is not investment advice.
Gennaro Cuofano is a CRO and tech executive who has worked in AI since late 2015, starting with bringing NLP, natural-language generation, voice and chatbot products to the marketing industry. His background is in law and finance: he holds a Master's degree in Law and an International MBA with an emphasis on corporate finance (LUISS Business School and the University of San Diego, 2012), and worked as a financial analyst at a real-estate investment firm in San Diego and as an assistant controller. His work focuses on business model strategy, business engineering and, more broadly, structural analysis: how companies make money, read from their own filings. He created FourWeekMBA and leads research there and at The Business Engineer, his newsletter on AI and business strategy, with over 95,000 subscribers and more than 1,000 published analyses. His writing has also appeared on Entrepreneur (for example, How to Digitize a Family Business in Europe) and HackerNoon. Find him on LinkedIn and Substack. See how we source.
